Cottrell v King & Anor [2004] EWHC 397 (Ch) (04 March 2004)

Cottrell v King & Anor [2004] EWHC 397 (Ch) (04 March 2004)

Mrs Cottrell was not a purchaser for value and took the shares subject to Mr King's equitable pre-emption rights; section 35A Companies Act 1985 does not protect her from those rights; Mr King did not waive his rights as he lacked actual knowledge of the pre-emption provisions; rectification of the register is ordered.

Citation
[2004] EWHC 397 (Ch)
Parties
Claimant: Josephine Cottrell; First Defendant: Graham King; Second Defendant: T A King (Services) Limited
Jurisdiction
England and Wales
Judgment Date
04 March 2004
Procedural Posture
Company Law Claim (ownership of Shares, Rectification of Register) / Judgment After Trial
Outcome
Order for rectification of the register; Mrs Cottrell removed as holder of 4,965 shares; Mr Cottrell reinstated as registered shareholder.
Legal Topics
Share Transfer, Pre Emption Rights, Rectification of Register, Waiver, Section 35 a Companies Act 1985
Company Law Share Transfer Pre Emption Rights Rectification of Register Waiver Section 35 a Companies Act 1985

Case Brief

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Parties

Josephine Cottrell

Claimant

Graham King

First Defendant

T A King (Services) Limited

Second Defendant

Procedural Posture

Company Law Claim (ownership of Shares, Rectification of Register) / Judgment After Trial

Legal Issues

  1. 1 Whether Mrs Cottrell validly acquired shares in T A King (Services) Limited despite non-compliance with pre-emption provisions
  2. 2 Whether Mr King waived his pre-emption rights
  3. 3 Whether section 35A Companies Act 1985 protects Mrs Cottrell from pre-emption provisions

Ratio Decidendi

Mrs Cottrell was not a purchaser for value and took the shares subject to Mr King's equitable pre-emption rights; section 35A Companies Act 1985 does not protect her from those rights; Mr King did not waive his rights as he lacked actual knowledge of the pre-emption provisions; rectification of the register is ordered.

Court Disposition

Order for rectification of the register; Mrs Cottrell removed as holder of 4,965 shares; Mr Cottrell reinstated as registered shareholder.

Orders

  • Rectification of the register of members of T A King (Services) Limited by removal of Mrs Cottrell as holder of 4,965 shares and reinstatement of Mr Cottrell as registered shareholder.